Michelin couv courteGB

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The dividends paid for the three previous financial years are stated below: Shareholders are also invited to approve the Consolidated Financial Statements, which show net income of €527,162,667.51. Moreover, pursuant to changes to the taxation of long-term capital gains made by the French finance amendment legislation for 2004, we propose to transfer to an ordinary reserve account an amount of €200,000,000 taken from the special long-term capital gains reserve. At December 31, 2004, the special long-term capital gains reserve stood at €1,081,419,039. We also wish to submit to your approval appointment of two new members to the Supervisory Board, Mrs. Laurence Parisot and Mr. Patrick Cox. Both are of outstanding competence and have wide-ranging experience and know-how. Their contribution to Michelin’s future development as members of the Supervisory Board’s mission would undoubtedly be very significant. The Supervisory Board was actively involved in the selection of both candidates, whom it heard at length. Mrs. Laurence Parisot, age 45, is CEO of Optimum and Groupe IFOP. Mr. Patrick Cox, age 52, is former Chairman of the European Parliament from 2002 to 2004, and currently Managing Partner of the American Company “European Integration Solutions LLC”. As a result of their appointment, the Supervisory Board would comprise seven members, six of whom, independent. This follows the decision of Mr. Grégoire Puiseux, whose term as Supervisory Board member is due to expire at the Annual Shareholders Meeting. For personal reasons, Mr. Grégoire Puiseux does not seek the renewal of his mandate. An active Board member for the last fifteen years, Mr. Grégoire Puiseux has displayed an acute sense of the Company’s values. We would like to express our appreciation for his contribution to the Board’s mission. As in previous years, we propose to renew the authorization for the Company to transact its own shares. This renewal is for a period of eighteen months capped at 10% of the Company’s equity. We propose to set a ceiling of €70 for the purchase price and a threshold of €40 for the minimum selling price. While the purpose of such a share buy back program is unchanged, under the new regulations, the Company’s transactions on the equity markets will henceforth be Strategy • Fundamentals • Businesses • Résultats Earnings Proposed Resolutions Financial year Total Dividend Tax credit (1) Total revenue dividend (in euros) 2001 114,508,492.05 0.85 0.43 1.28 2002 131,867,238.90 0.93 0.465 1.395 2003 133,349,933.25 0.93 0.465 1.395 (1) The tax credit was removed effective January 1, 2005 by the French financial law of 2004 mandatorily conducted by an authorized investment broker, acting independently under a liquidity contract. This authorization would replace that granted for the same purpose by the Annual Shareholders Meeting of May 14, 2004. By virtue of previous authorizations, the Group purchased 500,192 shares in 2004, at an average price €39.96, and sold 655,584 shares at an average price of €41.83. Shareholders are reminded that, following the sale of 235,728 shares in December 2004 via an authorized broker, the Company no longer holds any treasury stock. As part of the Joint Shareholders Meeting of May 20, 2005 you will be asked to approve our proposal to appoint a third Joint Managing Partner, Mr. Michel Rollier and to make him a General Partner. Mr. Michel Rollier, age 60, joined Michelin in 1996 when he was appointed head of the Legal Department and of Management Control. He became Chief Financial Officer in 1999 and member of the Group’s Executive Board. Over the years, we worked in close collaboration with Mr. Michel Rollier. We value his competence, his human skills and his dedication to the overall interests of the Company. We forged our conviction that he has all the qualities to contribute with us to the strength and efficiency of the Company’s Management. This proposal prepares, in a spirit of continuity, the retirement of Mr. René Zingraff in the future. Finally, we propose to amend Article 22 of the Company’s bylaws which provides for double voting rights for French and those from EU Member States who have held their shares for over four years. Tires are long lifecycle products. Our markets, investments and research all require a long-term view and involve decisions whose outcome may materialise only after several years. We therefore believe it fair that Shareholders who have held their shares in the Company for over four years, thus displaying a willingness to commit resources and share risk with the Company over time, should have a greater say on Michelin’s strategic decisions through a double voting right. The double voting right is modern in that it reflects the time frame within which companies can fulfil their responsibilities and contribute to sustainable development. Today’s Michelin is a global Group in terms both of its business and share ownership structure. With this in mind, we propose to extend double voting rights to all Shareholders, by deleting the now obsolete nationality 56•57
condition of our articles of association which we now propose to amend accordingly. We note moreover that on December 31, 2004, 30.5% of your Company’s share capital were held by non-EU resident Delegations granted to the Managing Partners By the Shareholders at the Annual Meetings of May 16, 2003 and May 14, 2004 with respect to capital increases Securities Expiry date Amount PSR (1) PSR. Issue Capital increase Maintained Removed with or without PSR (nominal value) Joint Shareholders Meeting of May 16, 2003: • Capital increases in cash • Free share allocation • Convertible Bonds • Share subsription bond certificate • Derivatives • Share susbcription certificates - Free of charge - Other May 15, 2008 __ __ } May 15, 2008 __ May 15, 2008 May 15, 2006 €1 billion May 15, 2008 May 15, 2005 €1 billion May 15, 2008 May 15, 2006 €1 billion (in the case of receivables) May 15, 2008 June 15, 2008 __ __ Total €100 million Joint Annual Shareholders Meetings of May 14, 2004: • capital increase resulting from exercice of subscription options reserved to Group management and directors __ July 13, 2007 __ €4,000,000 • Capital increase reserved to employees __ May 13, 2009 €2,867,000 (1) PSR: Preferential Subscription Right Clermont-Ferrand, March 11, 2005 Edouard Michelin René Zingraff None of the above authorizations were used in financial year 2004. Shareholders. At the same date, 26.4% of share capital had been held for over four years. We invite the Shareholders to approve the resolutions tabled at the meeting, after giving due consideration to the reports of the Auditors and the Supervisory Board.
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Contents 1 • Michelin, a better w
Page 4 and 5:
Simplified corporate organization c
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China, India, Russia: The Group ope
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The safer the factory, the more eff
Page 10 and 11:
Cut pollution, promote safety: We a
Page 12 and 13: Message from Edouard Michelin “ i
Page 14 and 15: Management Managing Partners 1 •
Page 16 and 17: Audit Supervisory Board* 1 • Eric
Page 18 and 19: Financial year 2004 Key Figures Eco
Page 20 and 21: Financial year 2004 Key Figures 399
Page 22 and 23: Michelin Share Performance 3 rd bes
Page 24 and 25: Michelin’s Corporate Governance S
Page 26 and 27: Michelin’s strategy Remain the le
Page 28 and 29: World tire industry and markets Rep
Page 30 and 31: World tire industry and markets The
Page 32 and 33: • Porsche France delivered its fi
Page 34 and 35: In North America, Michelin and BFGo
Page 36 and 37: • In the United States, the Miche
Page 38 and 39: • In an original equipment market
Page 40 and 41: 4,637 4,859 02 03 04 Net sales of O
Page 42 and 43: Agriculture gained market share in
Page 44 and 45: • During 2004, all of Viborg’s
Page 46 and 47: • Used with a GPS antenna, ViaMic
Page 48 and 49: Strategy ● Michelin is a world-cl
Page 50 and 51: 2004 Group earnings analysis Michel
Page 52 and 53: Operating Income: year-on-year chan
Page 54 and 55: 4,926 4,881 00 01 02 03 04 Net long
Page 56 and 57: Prospects for 2005 In 2004, in a ch
Page 58 and 59: 2001 2000 1999 1999* 1998* 1997* 19
Page 60 and 61: Strategy • Fundamentals • Busin
Page 66 and 67: • Latest Technology Center innova
Page 68 and 69: segregation of functions and strict
Page 70 and 71: CONSOLIDATED STATEMENTS STATUTORY A
Page 76 and 77: c) Property, plant and equipment Pr
Page 82 and 83: 3.1.2. The second contention arises
Page 84 and 85: 4. Investments Strategy • Fundame
Page 86 and 87: 10. Changes in Shareholders’ equi
Page 88 and 89: The following table presents a reco
Page 90 and 91: 13.3. Summary of the financial situ
Page 92 and 93: 13.4.1. Regional breakdown of the f
Page 94 and 95: 13.5. Changes in financial statemen
Page 98 and 99: 21. Segment information Strategy
Page 102 and 103: Michelin Group used the following o
Page 104 and 105: 3.2.2. Impact on the presentation o
Page 106 and 107: 4.3. Reconciliation of balance shee
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Stock options Since the stock optio
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Managing Partners’ special Report
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Risk Management Michelin adopts a p
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Future cash flows from these long-t
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Limited industrial hazards The main
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Economic performance target Since 1
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Spanish plans, as well as payment o
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Fixed-term Contracts In 2004, fixed
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up of negotiating groups on sub-con
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• provide education and training
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3 - Data recap table 2004 2003 Obse
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Individual Shareholder Relations An
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